Icelandair Group’s main objective is to create value for its shareholders. Icelandair Group was listed on the Iceland Stock Exchange in December 2006, so the history of the shares on the stock market is short.
CHANGES IN SHARE CAPITAL.
At a shareholders’ meeting held on 15 November 2006, it was decided to decrease the company’s share capital by ISK 2,000,000,000 in nominal value. As a result, the share capital of the Company is now ISK 1,000,000,000 in nominal value, divided into an equal number of shares, each with a nominal value of ISK 1.0. All the shares have been fully paid. This measure was taken in connection with the merger of Icelandair Group Holding and Icelandair.
At the end of 2005, the market capitalisation of Icelandair Group was ISK 26.7 billion.
Neither the Company itself nor its subsidiaries hold any shares in the Company.
STOCK OPTION PLAN
A shareholders meeting held at 29 December 2006,agreed two motions for empowerment of the Board of Directors, on the one hand by an authorisation to approve a stock option scheme for key managers of the company and/or its subsidiaries, including authorisation for the issue and sale of new shares in connection with the stock option scheme and, on the other hand, by an authorisation to buy treasury shares in the company.
The purpose of the stock option plan is to enable Icelandair Group to attract and retain qualified employees through an attractive system of renuneration and at the same time provide employees with an opportunity to acquire an interest in the Company and thereby contribute to increased incentives and rewards for promoting the increased growth and prosperity of the company in the long term. With 669 employees holding stock in the company, employee ownership of shares amounts to over 6% of the total outstanding shares in Icelandair Group Holding.
The authorisation of the Board of Directors to issue stock options is limited, so that the outstanding options at any time must never amount to a proportion greater than 6% of the total shares in the Company at any time. The amount of the stock option of any single employee must not exceed 10% of the total issued stock options, although this rule does not apply to the CEO of the Company. The company is permitted to use its own shares, purchase shares, or issue new shares as authorised by a shareholders’ meeting, in order to meet Company obligations pursuant to stock option contracts.
On the delivery of stock options to employees, the Company enters into a written stock option contract with the employee. The terms and conditions of stock option contracts need not be uniform, and options may be adapted to the needs of individual employees.
The selling price of shares in the company to holders of stock options is decided by the Board of Directors of the company at any time; the price must not be lower than 27 times the nominal value, but is in other respects determined by the average price of market trading in the company‘s stock ten days prior to the signature of each stock option contract. The authorisation granted to the Board of Directors to increase the company’s share capital is effective for five years from its approval and may be exercised by the Board in part or in full, at the discretion of the Board.
Shareholders’ pre-emptive rights pursuant to the Company’s Articles of Association do not apply to increases in share capital pursuant to the authorisation held by the Board of Directors. In the event that the share capital of the Company is increased during the period of the authorisation beyond ISK 1,000,000,000 the authorisation will be increased so as to remain always at the level of 6% of the total share capital of the company at any time. Shares acquired through the exercise of options are not subject to any trading restrictions. New shares carry rights in the company from the date of their listing.
FINANCIAL CALENDER FOR 2007
Publishing dates for the financial reports of Icelandair Group Holding are as follows.
1st quarter – 8 May 2007
2nd quarter – 7 August 2007
3rd quarter – 13 November 2007
4th quarter and annual results – In week 8 2008
The Board of Directors of Icelandair Group has set a policy of paying 35-50% of each year’s earnings before interest and taxes in dividends to shareholders. The Board of Directors of Icelandair Group has decided to propose to the Annual General Meeting that no dividends should be paid with respect to the financial year 2006.
At the end of the year shareholders in Icelandair Group numbered 1507, with just over 3% of the shares held by foreign investors.
|20 LARGEST SHAREHOLDERS AS OF 31.12.2006|
|Shareholder ’s name||Holdings||Share|
|Fjárfestingafélagið Máttur ehf||111,111,111.00||11,11|
|Glitnir banki hf||48,480,659.00||4,85|
|Lífeyrissjóðir Bankastræti 7||12,769,600.00||1,28|
|Credit Suisse Securities(Eu)Ltd||9,000,000.00||0,9|
|Barclays Capital Securities Ltd.||8,000,000.00||0,8|
|Straumur - Burðarás Fjárfesting||7,488,000.00||0,75|
|Glitnir Sjóðir hf,sjóður 10||7,277,778.00||0,73|
|Gildi - lífeyrissjóður||5,896,500.00||0,59|
|Shares||Proportion of Shareholders||Shareholders||Proportion of Shareholders|